These Terms of Use (Terms) govern the access or use by you, an individual, from within the United States and its territories and possessions of applications, websites, content, products, and services (the “Services”) made available in the United States and its territories and possessions by LogistiBid Corporation (d/b/a BidRide) (“BidRide”). In return for using the Services, you agree to be bound by these Terms without limitation or qualification. If you do not intend to be legally bound by these Terms, do not access or use the Services. BidRide reserves the right to update these Terms at any time without notice to you. PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. YOUR USE OF THE SERVICES CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE TERMS.

These Terms expressly supersede prior agreements or arrangements with you. BidRide may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

BidRide may amend the Terms related to the Services from time to time. Amendments will be effective upon BidRide’s posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

Please see the Privacy Policy relating to the collection and use of your personal information.

The Services

The Services constitute a technology platform that enables users of BidRide’s mobile applications or websites provided as part of the Services (each an “Application”) to arrange and schedule transportation and/or logistics services with third party providers of such services, including independent third party transportation providers and third party logistics providers under agreement with BidRide or certain of BidRide’s subsidiaries (“Third Party Providers”). The Services are made available solely for your personal, noncommercial use.

YOU ACKNOWLEDGE THAT BIDRIDE DOES NOT PROVIDE TRANSPORTATION OR LOGISTICS SERVICES OR FUNCTION AS A TRANSPORTATION CARRIER. BIDRIDE’S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION OR LOGISTICS SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT BIDRIDE HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION OR LOGISTICS PROVIDED TO YOU BY THIRD PARTY PROVIDERS THROUGH THE USE OF THE SERVICES OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

BIDRIDE DOES NOT GUARANTEE THE SUITABILITY, SAFETY, OR ABILITY OF THIRD PARTY PROVIDERS. IT IS SOLELY YOUR RESPONSIBILITY TO DETERMINE IF A THIRD PARTY PROVIDER WILL MEET YOUR NEEDS AND EXPECTATIONS. BIDRIDE WILL NOT PARTICIPATE IN DISPUTES BETWEEN YOU AND A THIRD PARTY PROVIDER. BY USING THE SERVICES YOU ACKNOWLEDGE THAT YOU MAY BE EXPOSED TO SITUATIONS INVOLVING THIRD PARTY PROVIDERS THAT ARE POTENTIALLY UNSAFE, OFFENSIVE, HARMFUL TO MINORS, OR OTHERWISE OBJECTIONABLE, AND THAT USE OF THIRD PARTY PROVIDERS ARRANGED OR SCHEDULED USING THE SERVICES IF AT YOUR OWN RISK AND JUDGMENT. BIDRIDE SHALL NOT HAVE ANY LIABILITY ARISING FROM OR IN ANY WAY RELATED TO YOUR TRANSACTIONS OR RELATIONSHIP WITH THIRD-PARTY PROVIDERS.

Restrictions

You may not: (a) remove any copyright, trademark, or other proprietary notices from any portion of the Services; (b) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by BidRide; (c) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (d) link to, mirror, or frame any portion of the Services, (e) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (f) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

Third-Party Services and Content

The Services may be made available or accessed in connection with third-party services and content, including advertising, that BidRide does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third-party services and content. BidRide does not endorse such third party services and content and in no event shall BidRide be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation, or BlackBerry Limited will be a third-party beneficiary to this contract if you access the Services using Applications developed for Apple iOS, Android, Microsoft Windows, or BlackBerry-powered mobile devices, respectively. These third-party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third-party beneficiary’s terms of service.

Ownership

The Services and all rights therein are and shall remain BidRide’s property or the property of BidRide’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (a) in or related to the Services except for the limited license granted above; or (b) to use or reference in any manner BidRide’s company names, logos, product, and service names, trademarks or services marks or those of BidRide’s licensors.

User Accounts

In order to use most aspects of the Services, you must register for and maintain an active user account (“Account”). You must be at least 18 years of age to obtain an Account. Account registration requires you to submit to BidRide certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid credit card. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired credit card on file, may result in your inability to access and use the Services or BidRide’s termination of this Agreement with you. You are responsible for all activity that occurs under your Account, and, as such, you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by BidRide in writing, you may only possess one Account.

User Requirements and Conduct

The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive transportation or logistics services from Third Party Providers unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes (i.e., no transport of unlawful or hazardous materials). You will not in your use of the services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances BidRide may require you to provide proof of identity to access or use the Services, and you agree that you may be denied access or use of the Services if you refuse to provide proof of identity.

Text Messaging

By creating an Account, you agree that the Services may send you informational text (SMS) messages as part of the normal business operation of your use of the Services. You may opt-out of receiving text (SMS) messages from BidRide at any time by texting the work STOP to … from the mobile device receiving the messages. You acknowledge that opting out of receiving text (SMS) messages may impact your use of the Services.

User Provided Content

BidRide may, in BidRide’s sole discretion, permit you from time to time to submit, upload, publish, or otherwise make available to BidRide through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to BidRide, you grant BidRide a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised without further notice or to consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (a) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant BidRide the license to the User Content as set forth above; and (b) neither the User Content nor your submission, uploading, publishing, or otherwise making available of such User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by BidRide in its sole discretion, whether or not such material may be protected by law. BidRide may, but shall not be obligated to, review, monitor, or remove User Content, at BidRide’s sole discretion and at any time and for any reason, without notice to you.

Network Access and Devices

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. BidRide does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

Payment

You understand that use of the Services may result in payments by you for the services you receive from a Third Party Provider (“Charges”). After you have received services obtained through your use of the Service, BidRide will facilitate payment of the applicable Charges on behalf of the Third Party Provider, as such Third Party Provider’s limited payment collection agent, using the preferred payment method designated in your Account, and will send you a receipt by email. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by BidRide. You retain the right to request lower Charges from a Third Party Provider for services received by you from such Third Party Provider at the time you receive such services. BidRide will respond accordingly to any request from a Third Party Provider to modify the Charges for a particular service.

All Charges are due immediately and payment will be facilitated by BidRide using the preferred payment method designated in your Account. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that BidRide may, as the Third Party Provider’s limited payment collection agent, use a secondary payment method in your Account, if available.

This payment structure is intended to fully compensate the Third Party Provider for the services provided. Except with respect to taxicab transportation services requested through the Application, BidRide does not designate any portion of your payment as a tip or gratuity to the Third Party Provider. Any representation by BidRide to the effect that tipping is “voluntary,” “not required,” and/or “included” in the payments you make for services provided is not intended to suggest that BidRide provides any additional amounts, beyond those described above, to the Third Party Provider. You understand and agree that, while you are free to provide additional payment as a gratuity to any Third Party Provider who provides you with services obtained through the Service, you are under no obligation to do so. Gratuities are voluntary.

Disclaimers; Limitation of Liability; Indemnity

DISCLAIMER

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” BIDRIDE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, BIDRIDE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY GOODS OR SERVICES OBTAINED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY THIRD PARTY GOOD OR SERVICES OBTAINED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

THIS DISCLAIMER DOES NOT ALTER YOUR RIGHTS AS A CONSUMER TO THE EXTENT NOT PERMITTED UNDER THE LAW IN THE JURISDICTION OF YOUR PLACE OF RESIDENCE.

LIMITATION OF LIABILITY

BIDRIDE SHALL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE, EVEN IF BIDRIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BIDRIDE SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES INCURRED BY YOU ARISING OUT OF: (a) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (b) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF BIDRIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BIDRIDE SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND BIDRIDE’S REASONABLE CONTROL.

THESE LIMITATIONS DO NOT PURPORT TO LIMIT LIABILITY THAT CANNOT BE EXCLUDED UNDER THE LAW IN THE JURISDICTION OF YOUR PLACE OF RESIDENCE.

Indemnity

You agree to indemnify and hold BidRide and its officers, directors, employees and agents, harmless form any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (a) your use of the Services; (b) your breach or violation of any of these Terms; (c) BidRide’s use of your User Content; or (d) your violation of the rights of any third party, including Third Party Providers.

General Provisions

Choice of Law

These Terms shall be governed by and construed in accordance with the laws of the State of Wisconsin, United States of America, and subject to the exclusive jurisdiction of the federal and state courts located in Milwaukee County, Wisconsin.

Notice

BidRide may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent by first class mail or pre-paid post to your address in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing (if sent by first class mail or pre-paid post) or posting or 12 hours after sending (if sent by email). You may give notice to BidRide, with such notice deemed given when received by BidRide at any time by first class mail or pre-paid post to LogistiBid Corporation, ….

Assignment

You may not assign these Terms without BidRide’s prior written approval. BidRide may assign these Terms without your consent to: (a) a subsidiary or affiliate; (b) an acquirer of BidRide’s equity, business or assets; or (c) a successor by merger. Any purported assignment in violation of this section shall be void.

Relationship

No joint venture, partnership, employment, or agency relationship exists between you, BidRide, or any Third Party Provider as a result of this Agreement or use of the Services.

Waiver of Rights

BidRide’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by BidRide in writing.

Severability

If any provisions of these Terms are deemed invalid or unenforceable, the remainder of these Terms shall remain in full force, if the essential provisions of these Terms remain legal and enforceable.